Delaware vs New Mexico LLC: 2026 comparison for non-residents
Delaware vs New Mexico LLC compared on filing fee, annual tax, case-law depth, and recognition. Honest analysis from Delewarellc.
Side-by-side comparison: Delaware vs New Mexico
5-year state cost: Delaware vs New Mexico
State filing fee + annual fees over 5 years, in USD. Delaware highlighted. Excludes registered agent and CPA fees, which apply to both.
| Criteria | Delaware | New Mexico |
|---|---|---|
| Filing fee | $110 | $50 New Mexico filing fee |
| Annual tax/fee | $300 flat franchise tax (LLC) | $0 (no annual report or franchise tax required) |
| Annual report required | No (LLCs) | No |
| Case-law depth | Deepest in US (Court of Chancery since 1792) | Less developed |
| US-counterparty recognition | Strongest (60% of Fortune 500) | Weaker |
| VC familiarity | Standard choice | Non-standard |
What New Mexico does well
Founders prioritizing the absolute lowest ongoing cost.
- No annual report or franchise tax. After formation, the LLC has zero ongoing state-level cost.
- Filing fee ($50) is the lowest in the US.
- Member privacy is relatively strong.
What New Mexico does not do as well
- Minimal case-law depth; New Mexico is not a recognized choice for sophisticated structures.
- US-counterparty recognition is weaker than Delaware or even Wyoming.
- Some banks and platforms treat New Mexico LLCs with extra scrutiny due to their use in some abusive structures historically.
When Delaware wins
Almost always for non-resident bootstrap founders. The recognition gap is substantial.
When New Mexico wins
Specific use cases where the LLC's only purpose is as a holding entity with no operational activity.
Practical takeaway for non-resident founders
New Mexico offers the lowest ongoing cost in the US ($0/year). For most non-resident bootstrap founders operating real businesses with US clients, the recognition gap makes Delaware the better choice despite the $300/year franchise tax.
Frequently asked questions
What is a Delaware LLC?
A Delaware LLC is a limited liability company formed under Delaware Title 6 Chapter 18 (the Delaware Limited Liability Company Act). It provides limited liability to its members while allowing pass-through taxation by default. Delaware LLCs are popular among non-resident founders because Delaware allows formation without requiring the owner to be a US citizen or US resident.
Do Delaware LLCs file annual reports?
No. Delaware LLCs do not file annual reports. Instead, Delaware LLCs pay a flat $300 annual franchise tax due June 1. This is different from Delaware Corporations, which file both annual reports and franchise tax payments by March 1.
What does a Delaware LLC cost?
Delaware LLC year-one costs are $110 state filing fee plus registered agent fees ($50-$179/year depending on provider) plus optional service fees. Delewarellc charges $297 plus the state fee for full formation including registered agent for Year 1, EIN application, Operating Agreement, and bank account applications.
Primary sources cited
- Delaware LLCs pay a flat $300 annual franchise tax due June 1, regardless of revenue or member count. Delaware Code Title 6 § 18-1107(b)
- Delaware Certificate of Formation filing fee is $110. corp.delaware.gov fee schedule 2026
- More than 60% of Fortune 500 companies are incorporated in Delaware. Delaware Division of Corporations 2024 annual report
- The Delaware Limited Liability Company Act is codified at 6 Del. C. Chapter 18, sections 18-101 to 18-1109. Delaware Limited Liability Company Act, 6 Del. C. ch. 18
- Delaware does not have a state-level sales tax. Delaware Division of Revenue
Related resources
Form your Delaware LLC today
$297 + Delaware state fee, one-time. 8-10 days. One-time pricing.